TERMINATION BENEFITS AGREEMENT


      In  consideration  of  Louis A. Weil, III  (the  "Executive")
accepting  employment effective January 1, 1996, as  President  and
Chief  Executive  Officer of Central Newspapers, Inc.,  an  Indiana
corporation (the "Company"), the Company hereby agrees  to  pay  to
the Executive the termination benefits specified in Section 1 below
if  the  Company  terminates the employment of  the  Executive  (or
restructures  it in any way without his consent so that  he  is  no
longer  the  chief  executive officer) for any  reason  other  than
"cause"  (as defined in Section 2 below) or the Executive's  death,
total   disability  or  attainment  of  age  65.   This   Agreement
supersedes a Termination Benefits Agreement dated August  1,  1991,
between the Executive and Phoenix Newspapers, Inc.

      Section  1.      Termination Benefits.  If the  Executive  is
entitled to termination benefits pursuant to this agreement:

           (a)  Within thirty (30) days after the termination,  the
     Company  shall pay the Executive a lump sum equal to  200%  of
     his annual base salary on the date of termination, and

          (b)  On or before March 31 of the calendar year following
     the termination, the Company shall pay the Executive an amount
     equal to 200% of a pro-rata portion of the bonus he would have
     received  if he had been employed on the last day of the  year
     with  the pro-rata portion based on the actual number of  days
     that he was employed by the Company during the year, and

           (c)   For  a  period of two years after the  Termination
     Date,  the  Company  will provide continued medical  insurance
     coverage for the Executive and his dependents at substantially
     the  same  benefit levels and costs (if any) to the  Executive
     that  were  being provided immediately prior to  the  date  of
     termination.

For  purposes of calculating the termination benefits and insurance
costs  and  benefits described in this Section 1, any reduction  in
salary,  bonus goals or opportunities or medical insurance benefits
made by the Company within 90 days prior to the date of termination
shall be ignored.

      Section  2.      Definition of Cause.  For  purposes  of  the
Agreement,  the Executive shall be considered to be terminated  for
"cause"  and  shall not be entitled to any termination benefits  if
the  termination  results  from (a) an act  of  dishonesty  by  the
Executive  intending to result directly or indirectly  in  personal
gain to the Executive at the Company's expense, (b) the intentional
and  continuing refusal by the Executive to devote his  Executive's
best  full-time efforts to the affairs of the Company  or  (c)  the
conviction of the Executive of a felony involving moral turpitude.

      Section  3.     Indemnification.  The Company shall indemnify
the  Executive against any judgment, settlement, penalty,  fine  or
reasonable  expenses  incurred with respect to  any  proceeding  in
which the Executive is made a party because he is or was an officer
or director of the Company or any of its subsidiaries or affiliates
so  long as (1) the Executive's conduct was in good faith, (2)  the
Executive  reasonably believed that his conduct was not opposed  to
the  best  interests  of the Company, and (3)  in  the  case  of  a
criminal  proceeding,  the Executive had  no  reasonable  cause  to
believe  that  his  conduct was unlawful.   The  termination  of  a
proceeding by a judgment, order, settlement, conviction or  upon  a
plea  of  nolo  contendere or its equivalent  is  not,  of  itself,
determinative  that  the Executive did not  meet  the  standard  of
conduct  described herein.  If the Executive is wholly  successful,
on  the  merits or otherwise, in such proceeding, then it shall  be
conclusively presumed that the Executive did meet the  standard  of
conduct for indemnification.  Otherwise, the determination shall be
made  by  the  Board of Directors by a majority vote  of  a  quorum
consisting  of  directors not parties to the proceeding  or,  if  a
quorum  cannot be obtained, then by special counsel selected  by  a
majority of the Board of Directors, without regard to whether those
directors  are parties to the proceeding.  The Company  shall  also
pay  for  or  reimburse  the reasonable expenses  incurred  by  the
Executive  in  advance of a final disposition of any proceeding  to
which  he is made a party upon receipt of (a) a written affirmation
of  the  Executive's good faith belief that he has met the standard
of  conduct  described  above, (b) a  written  undertaking  by  the
Executive to repay the advance if it is ultimately determined  that
he  did not meet the standard of conduct and (c) a determination is
made by the Board of Directors that the facts then known would  not
preclude  indemnification under this Section.   All  references  in
this  Section  to the "Executive" shall include his heirs,  estate,
executors, administrators and personal representatives.

      Section  4.      Miscellaneous.  Nothing in the Agreement  is
intended to create an employment agreement between the Company  and
the  Executive or limit the rights of the Company to terminate  the
Executive's  employment  at any time.   This  Agreement  shall  not
affect  any  stock options, restricted stock, retirement  plans  or
other  employee benefits the Executive is provided by the  Company,
and  his  rights  with respect to those benefits  upon  termination
shall  be  governed by the terms of those plans. This agreement  is
personal  to the Executive and is not assignable by the  Executive.
This Agreement can not be amended or terminated except by a writing
signed  by  both  the  parties hereto.   This  Agreement  shall  be
governed by the laws of the State of Indiana.

     EXECUTED and EFFECTIVE this 23rd day of February, 1996.

CENTRAL NEWSPAPERS, INC.


By:  /s/ Frank E. Russell                         /s/ Louis A. Weil III
     --------------------------                   -----------------------
      Frank  E. Russell, Chairman of               Louis  A. Weil III
      the Board and Assistant Secretary


By:  /s/ Thomas K. MacGillivray
     ---------------------------
      Thomas K. MacGillivray, Treasurer
      and Chief Financial Officer